Thousands of non-paying members on the books, accounting errors and omissions and "boxes and boxes" of expired studio residuals checks — for the first time, THR unveils the union's lack of financial controls, which took over a year to rectify.

Before AFTRA merged with SAG, thousands of non-paying members clogged the union’s books and "boxes and boxes” of stale residuals checks had to be returned to the studios that wrote them, according to confidential audit and due-diligence reports detailing deficient financial controls.

In fact, the initial audits were conducted before the merger, with its authors highlighting these problems and many more, multiple sources told The Hollywood Reporter. AFTRA’s leadership failed to act on most of the auditor’s recommendations.

Now, with former AFTRA president Roberta Reardonrunning for executive vp, the second-highest office in the now-merged SAG-AFTRA, the never-before-reported audits may make waves at the union’s Sept. 26-29 convention.

Also highlighting the issue is a proposal by 17 locals that individual locals be permitted to set up their own bank accounts, as first reported by THR. That too faces a vote at the convention and, if passed, would mark a return to an AFTRA practice that resulted in a number of criticisms by auditors.

The audits found fault with deficiencies related to bank accounts, accounting systems, IT practices, employee records, membership files, residuals, and more. Multiple sources told THR that they did not suspect diversion of funds by any AFTRA staff or officers, and that the audit reports found no evidence of fraud or illegal acts. Rather, the overriding issue, according to sources, is that AFTRA’s lack of controls unnecessarily risked such activity, as well as making it difficult to get a true picture of the union’s finances.

“These matters have been resolved and do not reflect our current operations,” said a SAG-AFTRA spokesperson. “It is extremely disappointing that certain individuals have chosen to publicly discuss information on matters reviewed in our national board room. We have no further comment.”

Said Reardon: “I’m not going to comment on internal national board business. I never have; it’s not my style. (And) I’m not going to comment on unnamed sources.”

Reardon added: “I’m very proud of my leadership of the union. That’s what I care about.” Reardon was SAG-AFTRA co-president from merger until mid-August 2013 but now holds no office other than national board member.

Former AFTRA national executive director Kim Roberts Hedgpeth declined to comment. After the March 30, 2012, merger, Hedgpeth was briefly co-national executive director (with legacy SAG’s David White). She departed in April 2012 and was paid $851,164 in severance and other payments after her departure.

Former AFTRA secretary-treasurer (and former SAG-AFTRA co-secretary/treasurer) Matt Kimbrough said: “SAG-AFTRA looked at AFTRA’s practices. There were concerns and they were addressed. All money was accounted for, and there was no malfeasance. That was (the merged union’s) year’s work – to clean this up and move forward.”

SAG-AFTRA secretary/treasurer Amy Aquino did not respond to requests for comment.

A number of the issues cited by the auditors took place against a backdrop of local power, a problem for the national office that Hedgpeth acknowledged, according to a source. That power flowed from various sources: the union’s multiple locals set employee severance policies (leading to payments that one source called “extraordinary”), maintained independent bank accounts, collected dues money, processed residuals, entered data into accounting systems without review from national executives, set employee vacation day policies and more, without significant oversight from AFTRA’s national office, which moved from New York to Los Angeles in 2007. Perhaps most fundamentally, the locals received “block grants” of funds from the national office and then spent and accounted for the money as they saw fit.

The locals’ power led two sources to assert that although Hedgpeth projected the public impression that she was in control of the union, in actuality she struggled to maintain authority over the autonomous locals. SAG, in contrast, was structured as branches and divisions with little financial and personnel autonomy. The merged union is structured as locals, but whose powers are limited more along the lines of the SAG model.

Among the most dramatic issues discovered by SAG-AFTRA post-merger is that AFTRA overstated its number of active members by about 11,000, or approximately 15 percent of its true active membership. Several sources confirmed that the overstatement resulted from an AFTRA policy of not taking members off the active rolls, or automatically reinstating them, even if they hadn’t paid their dues for multiple years.

Since SAG-AFTRA minimum dues are $198 per year, the membership gap resulted in a budget gap of at least $2.1 million per year – money that the merged union had counted on in making its budget forecasts.

The union’s total budget deficit post-merger was about $10 million, according to sources. One source told THR that the remainder of the gap resulted from one-time merger-related costs including the union’s voluntary severance program, a $1.5 million cost incurred in closing 10 local offices, and fewer new acting jobs (resulting in diminished dues payments).

But the largest portion of the budget shortfall resulted from the fact that far more applicants rushed to join AFTRA in the months prior to merger than had been anticipated, because of the lower initiation fee (as compared with the planned fee for SAG-AFTRA) and the fact that AFTRA, unlike SAG-AFTRA, was an “open” union that admitted all applicants regardless of experience.

The source said that SAG-AFTRA had budgeted for about 375 new joins per month, but was actually seeing numbers as low as about 85 per month for a number of months after merger. At $3,000 per member – the initiation fee in the largest production locations, such as Los Angeles and New York – that translates to a shortfall of up to $870,000 per month. Other sources differed as to the figures, but one said the overall budget gap attributed to low new joins was about $6 million.

By pilot season, said the first source, the number of new joins had increased to about 300 per month, which was the revised budgeted figure.

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Another source of AFTRA’s problems was the fact that residuals processing was handled by individual locals, not the union’s national office. According to a source, dilatory processing sometimes resulted in “boxes and boxes of checks that weren’t being sent out.” Those checks would sometimes go stale – which a source said was particularly a problem at the New York local – and have to be returned.

Another problem at the New York local, identified by auditors, was that the “claims payable residuals account” did not properly document to whom payments were owed. Thus, if AFTRA NY brought a claim against an employer for residuals owed, and received a lump sum award or settlement, the local might not be able to properly allocate how to pay the affected members.

According to one of the audit reports, performed by PricewaterhouseCoopers after the merger, boxes of checks payable to members whom AFTRA couldn’t locate were sometimes returned to the payor by the New York local with no cover letter or explanation as to what was being returned, and why. (PwC were SAG’s auditors and are now SAG-AFTRA’s.)

At one point, AFTRA gave up on finding residuals recipients from 1985 that it couldn’t locate, and therefore recognized (i.e., deemed) the corresponding funds to be income to the union. Perhaps in light of the long time period that had elapsed, or because the policy issue was outside the scope of the audit, the auditors didn’t appear to criticize AFTRA’s decision to recognize the funds as income – but they did note the fact that this was done without any apparent management approval.

According to sources, the pre-merger due diligence report examined audit reports that had been prepared for AFTRA for the preceding several years. It found that the audit report for fiscal year 2009 noted many control deficiencies. The FY2011 report noted many of the same deficiencies, meaning that over the course of two years AFTRA had failed to correct the identified issues.

In addition, AFTRA’s auditor, now part of the national firm BDO, didn’t note any issues in the report for FY2010, reasoning (according to a source) that no remarks were necessary since the issues remained the same as in FY2009. A source expressed surprise at the auditor’s decision to ignore the issues for a year – as well as at AFTRA’s failure to remedy deficiencies that recurred over a period of at least three years.

Sources emphasized to THR that over the 15 months following merger, SAG-AFTRA had corrected all of the AFTRA deficiencies and that this was reflected in a PwC audit report covering the period May 1, 2012, to April 30, 2013. That report listed one remaining issue, said a source, who added that by the time the report was presented to the union’s national board in July 2013, that issue too had been resolved. In contrast, the report a year earlier, which was presented to the union’s board in October 2012, disclosed numerous AFTRA-related issues, as did a due diligence report prepared for SAG by the Calibre CPA group before merger.

On both occasions, board members were permitted to read the reports during the board meeting, but were not permitted to retain copies. The documents were numbered to ensure that none went missing.

Several reported deficiencies related to AFTRA’s checking accounts. For instance, a checking account maintained by the New York local appropriately required two signatures on all checks, but one executive had access to two different signature stamps, making the two-signature requirement essentially meaningless.

According to sources, AFTRA repeatedly failed to reconcile its bank account records with statements received from banks, resulting in errors being caught late or not at all, and in numerous unrecorded transactions and audit adjustments. Bounced checks from members were not timely accounted for because of what a source said the auditors termed “miscommunication” between the finance and membership departments.

In addition, an AFTRA local had at least one bank account that wasn’t reflected on the local’s accounting records at all.

Also, in some cases, the person who entered accounting records was the same person who checked bank statements and/or reviewed backup documentation. Such a lack of “segregation of duties” is a significant control deficiency that in some instances amounted to what auditors called a “material weakness,” the more severe of two types of control deficiencies.

Other failures to segregate duties included: new employees were added to the rolls and subsequently payrolled by the same person; one executive in AFTRA’s New York local performed multiple accounts payable functions without review by a supervisor; and AFTRA’s national director of finance made numerous manual entries in the accounting system.

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According to sources, the audit reports also said that multiple accounting entries – so-called “manual journal entries” – that the auditors examined were found to be without supporting documentation. In addition, when locals made manual journal entries, there was no review by national financial executives. Nor was there evidence of any review or approval at all, except with respect to entries by the Los Angeles local.

A source also told THR that not all of AFTRA’s bank accounts were interest bearing, and that four separate accounts were maintained in one instance that, if consolidated, would have avoided bank fees.

The source also said that AFTRA didn’t code expenses properly in its accounting system. That made it difficult to determine, for instance, the cost of AFTRA’s biannual convention: the estimate ranged from $800,000 to $950,000, with no further precision possible.

Application of dues money to member accounts was also error-prone, sources said the audit reports disclosed. In addition, there were problems with accounting for payments in transit from locals to the national office.

Another area of auditors’ concern, according to sources, was vacation records. In several instances examined at both the national and local levels, employee vacation-day balances at the beginning of one year didn’t match the balances for those employees at the end of the preceding year. Also, the national office didn’t maintain vacation records for most locals (the exceptions were a few small locals). There was no review or approval of vacation days, and vacation data were often prepared by an affected employee.

In other words, in some cases, people were self-approving and self-reporting their own exercise of vacation privileges. In addition, a source pointed out that vacation days can sometimes be cashed out, and that discrepancies in vacation day accounting were thus equivalent to monetary discrepancies.

Another, even more directly monetary issue was that if employees borrowed against their 401(k) retirement accounts, their repayments of such loans were not always tracked.

The pre-merger due diligence report identified various AFTRA governance issues, said sources: the union had no conflict of interest policy and no whistleblower policy, federal tax forms (Form 990) were prepared by outside CPAs and reviewed only by the national director of finance, and were not provided to the national board before filing. Federal labor forms (LM-2) were filed at the national level, but under federal regulations should have been filed by locals in light of their financial autonomy. Various errors on the Form 990s led the due diligence auditors to question whether AFTRA fully understood the forms.

A source said that AFTRA sometimes failed to use outside counsel to review employment contracts for local executives. Sources also said that the auditors found that personnel files were not always complete and up to date.

IT issues were identified as well: AFTRA didn’t document its monitoring of firewall use, didn’t use all password features available in its systems and didn’t track configuration changes to financial software.

AFTRA also suffered from bugs of the natural kind. According to one source, a single physical office in New York had two separate exterminator contracts – one entered into by the national staff and the other by the New York local. Even when it came to cockroaches, it seems, the local and national offices couldn’t agree on a single solution.

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